Modern Classroom Contract SY 25-26

                    TRAINING & SUPPORT AGREEMENT
This Agreement (the “Agreement”) is entered into as of 5/12/25, by and between The Modern Classrooms
Project, a nonprofit corporation organized under the laws of the District of Columbia, located at 15 14th St
SE, Washington, DC 20003 (“TMCP”), and Dekalb County School District located at 1701 Mountain
Industrial Blvd. Stone Mountain, GA 30083 (“Sponsor”).

WHEREAS, Sponsor wishes that TMCP provide certain services and TMCP’s performance of such services
are of mutual interest and benefit to the TMCP and Sponsor; and WHEREAS, TMCP’s performance of
services hereunder will further its educational objectives in a manner consistent with its status as a
non-profit, tax-exempt, charitable institution;

NOW, THEREFORE, in consideration of the following mutual promises, covenants, and conditions and any
sums to be paid, the parties hereto agree as follows:



   1.​ Scope of Work: Virtual Mentorship Program (Open Enrollment)

              TMCP will provide Sponsor up to 100 full subscriptions to TMCP’s online Mentorship
              Program, to be used by educator(s) selected by Sponsor. For each subscription, each
              participant shall receive:

                  ❖​ Full access to TMCP’s premium online course for Dekalb County educator(s).
                  ❖​ Virtual coaching and detailed feedback from one of TMCP’s expert mentors.
                  ❖​ Eligibility for CEUs/graduate credits upon completion (additional fees required)

              The cost of each subscription is $750.00; In total, 100 subscriptions will cost up to
              $75,000.

              Due to capacity constraints and depending on the timing of enrollment, MCP cannot
              guarantee that all of Dekalb County School District's 100 Mentorship Program
              subscriptions can be redeemed.



   2.​ Use of Subscriptions: Virtual Mentorship Program (Open Enrollment)

              TMCP shall enroll Sponsor’s educators in its Mentorship Program as part of regularly
              occurring Mentorship Program sessions. This agreement provides for the enrollments of
              Sponsor’s educators in Mentorship Program sessions starting on or after 5/19/25 and
              ending on or before 6/30/26.
         TMCP considers a Mentorship Program subscription to be used as of the date on which the
         educator using that subscription’s Mentorship Program session begins. After the start date
         of that session, the educator’s subscription may no longer be transferred or refunded.

         Upon request and at any given point prior to 6/30/26, TMCP shall promptly provide
         Sponsor with updates about the number of Mentorship Program subscriptions that have
         been used to date.



3.​ Payment: Virtual Mentorship Program (Open Enrollment)

      a)​ TMCP shall invoice Sponsor only for Mentorship Program subscriptions that have been
          used (as defined above).

      b)​ Sponsor shall pay TMCP an amount of $750.00 per educator enrolled in the Mentorship
          Program.

      c)​ On or around the start date of each Mentorship Program session in which Sponsor’s
          educators are enrolled, TMCP shall send to Sponsor a numbered invoice in the amount of
          $750.00 per educator who has been who has been enrolled in the Virtual Mentorship
          Program at the start of each Mentorship Program session. In the event that Sponsor’s
          educators enroll in multiple sessions, TMCP shall send Sponsor multiple invoices. ​

      d)​ In the event that Sponsor wishes to arrange a different plan for payment, requests for
          alternative arrangements shall be made in writing to finance@modernclassrooms.org.

      e)​ All payments made hereunder shall include the invoice number and be made by ACH
          transfer, credit card, or check to The Modern Classrooms Project, Department 3850, PO
          Box 986500, Boston, MA 02298-6500.



12.​ Scope of Work: Implementation Support Services

      TMCP will provide Sponsor with a professional learning support package (“Implementation
      Support Services”) which will include:
            ❖​ Comprehensive recruitment planning and support
            ❖​ On-site visit to schools to visit classrooms, observe practice, and meet with
                teachers and leaders (2)
            ❖​ Leadership support and capacity building
            ❖​ 10 seats in the Modern Classrooms Project Leadership Collaborative

         The cost of the Implementation Support Services is $75,000.
13.​ Refunds & Service Transfers: Implementation Support Services

          This agreement covers the provision of the abovementioned Implementation Support
          Services during the period from 7/1/25 to 6/30/26. During that period, it is the
          responsibility of TMCP to make reasonable efforts to provide each of the services listed
          above. It is the responsibility of Sponsor to work with TMCP to find mutually agreeable
          dates for the provision of these support services.

          If Sponsor reasonably requests services listed above, and TMCP is unable to provide such
          services, TMCP shall refund Sponsor the portion of the Implementation Support Service
          fees that correspond to the non-provided services. If, however, TMCP makes reasonable
          efforts to provide these services, but, as a result of Sponsor’s acts or omissions, is unable to
          do so, TMCP shall not refund Sponsor for the services that Sponsor’s acts or omissions
          rendered impossible to provide.

          Upon request and at any given point during the contract period, TMCP shall promptly
          provide Sponsor with updates about the services that have been provided to date, as well as
          the services that remain to be delivered.



14.​ Payment: Implementation Support Services

      a)​ In consideration of TMCP performing the Implementation Support Services described
          above, Sponsor shall pay TMCP in two installments, each covering half of the total
          Implementation Support fee of $75,000.

      b)​ TMCP shall submit to Sponsor two separate invoices, each in the amount of $37,500, as
          follows:
            i)​ For Implementation Support Services performed from July to December, TMCP shall
                 send an invoice for $37,500 on or around December 1, 2025.

           ii)​   For Implementation Support Services performed from January to June, TMCP shall
                  send an invoice for $37,500 on or around April 1, 2026.

      c)​ All payments made hereunder shall included in the invoice number and be made by check
          to:
                 The Modern Classrooms Project
                 Department 3850
                 PO Box 986500
                 Boston, MA 02298-6500
15.​ Independent Contractors

          The relationship of Sponsor to TMCP shall be that of an Independent Contractor with
          respect to all rights and obligations arising under this Agreement. Nothing contained in this
          Agreement shall be deemed or construed to create a relationship of employment, principal
          and agent, partnership, co- or joint employer, or joint venture. Sponsor shall not permit any
          of its officers, directors, agents, employees, representatives, contractors, successors,
          assigns, or anyone acting on their behalf to represent or hold out itself or themselves as
          employees, agents, or representatives of TMCP or as authorized to make any commitment
          to incur any obligation on behalf of TMCP. Dekalb County School District reserves the
          right to monitor and evaluate services under this contract.

16.​ Intellectual Property

       a)​ Sponsor understands and acknowledges that TMCP, through its employees, has knowledge,
           experience and expertise in performing work and analysis of the type to be provided under
           this Agreement, which has been acquired over a substantial number of years prior to
           entering into this Agreement (“TMCP Background Intellectual Property”). TMCP shall retain
           all rights to such TMCP Background Intellectual Property. Nothing in this Agreement shall
           confer any right to Sponsor to acquire by assignment or license, exclusive ownership or use
           of TMCP Background Intellectual Property.

       b)​ Copyright in materials created for the performance of the Scope of Work (“Deliverables”)
           shall vest in TMCP.

       c)​ TMCP hereby grants to Sponsor an irrevocable, royalty-free, nonexclusive license to use
           any such copyright to the Deliverables for non-commercial internal purposes.

17.​ Termination

       a)​ This Agreement may be terminated (i) for convenience by either party upon sixty (60) days
           written notice to the other party; or (ii) if either party materially breaches this Agreement,
           and the non-breaching party provides the breaching party with thirty (30) days advance
           written notice of termination, and such breach is not remedied within such thirty (30) day
           period.

       b)​ Upon written notice, TMCP shall proceed in an orderly fashion to limit or terminate any
           outstanding commitments and to conclude the work. All costs incurred by TMCP
           associated with termination shall be allowable including, without limitation, all
           unreimbursed or non-cancelable costs or commitments incurred or obligated and work
           performed prior to the effective date of termination, which shall include all appointment of
           staff prior to the effective date of termination.

       c)​ In the event of any early termination, TMCP shall submit a final financial report within sixty
           (60) days of the effective date of termination, accounting for all costs incurred and funds
           received.
      d)​ Neither party will be responsible for or liable to the other party for non-performance or
          delay in performance of any terms or conditions of this Agreement due to acts or
          occurrences beyond the reasonable control of the nonperforming or delayed party. Such
          causes include, but are not limited to, acts of God, acts of government, embargoes,
          terrorism, wars, riots, strikes or other labor disputes, shortages of labor or materials,
          hurricanes, fires, floods, or any other circumstances of like character. The party whose
          performance is delayed or prevented shall promptly provide to the other party written
          notice of the existence of and the reason for such non-performance or delay, and shall
          work diligently to mitigate its effects and make best efforts to resume performance as soon
          as practicable.

18.​ Scope of Agreement

      a)​ This Agreement, including any exhibits, attachments, and documents referenced herein,
          which are incorporated into this Agreement, constitutes the final agreement between the
          parties. It is the complete and exclusive expression of the parties’ agreement on the
          matters contained in this Agreement. All prior and contemporaneous negotiations and
          agreements between the parties on the matters contained in this Agreement are expressly
          merged into and superseded by this Agreement. In entering into this Agreement, neither
          party has relied upon any statement, representation, warranty, or agreement of the other
          party except for those expressly contained in this Agreement. There are no conditions
          precedent to the effectiveness of this Agreement other than those expressly stated in this
          Agreement.

      b)​ No amendment, modification, or addition to this Agreement will be binding upon the
          parties hereto unless reduced to writing and signed by an authorized representative of
          each party.

19.​ Governing Law

          The laws of the State of Georgia, without giving effect to its choice of law provisions, shall
          govern all matters arising out of or relating to this Agreement, including, without
          limitation, its interpretation, construction, performance, and enforcement. Any legal suit,
          action, or proceeding arising out of or relating to this Agreement shall be brought in the
          Superior Court of Dekalb County, Georgia. The parties agree that a final judgment in any
          such suit, action, or proceeding may be enforced in other jurisdictions as provided by law.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized
representatives as of the Effective Date.


The Modern Classrooms Project​​        ​      ​      Dekalb County School District


Signature:   ​​      ​       ​   ​     ​      ​      Signature: _______________________



Name: James Edmond​          ​   ​     ​      ​      Name: _______________________



Title: VP of Partnerships​   ​   ​     ​      ​      Title: ________________________



Date: 5/15/25​       ​       ​   ​     ​      ​      Date: ________________________